Question: Our company is now seeking legal advices for establishment of a wholly foreign owned company in Hanoi. Please quote.

Answer:We understand that Client is now seeking legal advices for establishment of a wholly foreign owned company (hereinafter referred to as “FIC”) in Hanoi. We further acknowledge that upon esstablishment, FIC shall carry out (i) Management Consultancy; (ii) Waste Water Treatment Consultancy; (iii) Installation and Construction of waste water treatment factory. We therefore are grateful to present you our Legal Services Proposal for your review and consideration.

1. OUR COMMENTS

For setting up FIC in Vietnam, Client shall have to undergo following steps:

Step 1: Obtaining Investment Registration Certificate: This step can be completed within 20 working days from submission of required application to the competent authority (for a smooth forward case).

Step 2: After obtainment of Investment Registration Certificate, Client shall be required to obtain the Certificate of Business Registration. The Law requires that within 05 working days from submission of application dossier, the competent authority shall have to issue the Certificate of Enterprise Registration for forming the FIC.

Upon applying for setting up FIC, Client shall be required to present its investment proposal in which business goal, expense, investment capital must be clearly explained. Then, based on your investment proposal, competent authority shall review and assess feasibility of the investment proposal.

According to our practical experience in similar previous case, Client should carefully take account on following issue:

-Head office address: Head office address of FIC must be in compliance with master plan of the City. In this case, FIC shall operate in the services sector, then, there is no strict requirement for head office address. However, you should make sure that the Head office address should not be in a residential apartment. Furthermore, the lessor who sign the Office Lease Contract with you can provide sufficient evidence proving his/her legal ownership to the office.

– Capital: In the above said service sector, there is no minimum capital required. However, in order to secure the success possibility of the case, you should consider investing an amount of 250-300,000USD upward. This shall help Client to gain favorable view from competent authority (Generally, competent authority holds a very cautious view with BVI Investors. Then, a considerable investment capital amount shall help us very much during the licensing process). Please also note that you shall be liable to complete capital contribution within 03 months after setting up the Company.

– Experience in waste water treatment consultancy: Client should also provide explantion on its experience in this field.

2. SCOPE OF WORKS

Following works are proposed based on the request of Client. However, depending on the specific position/situation of Client, several work items may not be necessary. Meanwhile, other works may be required. However, any additional works shall not fall under the scope of this Legal Service Proposal, but could be provided upon request.

· Placing an announcement on FIC on National Portal of Enterprise Registration;

· Obtaining Seal Sample

Roadmap for carrying out above scope of work can be described in details as follows:

a. Preparing the applicationdossier: We shall collect necessary information and documents from Upon receipt of necessary information and documents from you, we shall translate documents from English into Vietnamese and prepare the application dossier under the standard forms. The initial drafted application dossier shall be sent to you for your comments. Then, after updating the application dossier based on your comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for you to sign and seal. We anticipate that this phase shall be completed within from 6 working days. The prepared documents shall then be sent to you for review, signing and seal.

b. Submission of application dossier: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier to the competent authority.

c. ObtainingInvestmentRegistration Certificate: Within 20 working days from submission of application dossier to Licensing Agency, we shall obtain Investment Registration Certificate for Client.

d. Obtaining Enterprise Registration Certificate: 02 working days after obtaining Investment RegistratioN Certificate, we shall submit application dossier for obtaining Enterprise Registration Certificate. Within 05 working days from submission of application dossier to Licensing Agency, we shall obtain Enterprise Registration Certificate for Client.

e. Postlicensing: Within 05 working days we shall complete the post licensing procedures.

3. PROFESSIONAL FEE

The Price for performing the SB Law services as mentioned in item 2 above will be 4,525USD (Four thousand five hundred and twenty five US Dollar). Our cost is exclusive of 10% VAT and cost for translating your documents from English into Vietnamese (10USD/150 words).

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